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Sundar Srini & Sridhar l' 1. ,l r l C ,. C ti ,\ C C O II u I a n t 'i INDEPENDENT AUDITOR'S REPORT To the Members of TAKE Solutions Limited Report on the Consolidated Financial Statements We have audited the accompanying consolidated financial statements of TAKE Solutions Limited (hereinafter referred to as "the Holding Company") and its subsidiaries (the Holding Company and its subsidiaries together referred to as "the Group") comprising of the Consolidated Bal ance Sheet as at 31 March 2015, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the consolidated financial statements"). Management's Responsibility for the Consolidated Financial Statements The Holding Company's Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of th e Companies Act, 2013 (hereinafter referred to as "the Act") that give a true and fair view of the consolidated fina ncial position, consolidated financial performance and consolidated cash flows of the Group in accordance with th e accounting principles generally accepted in India, including th e Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from Page 1 of 10 I floor, New No. 9. Rajamannar S1reet. T.Nagar, Chennai 600 017. India. Phone: +91 · 44- 28158528, 42071969 fax: + 91-44- 28158526 e-mail : [email protected] B ANGALORE COCHIN HY DERABAD

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Page 1: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

Sundar Srini & Sridhar l' 1. ,l r l C ,. C ti ,\ C C O II u I a n t 'i

INDEPENDENT AUDITOR'S REPORT

To the Members of TAKE Solutions Limited

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of TAKE Solutions Limited

(hereinafter referred to as "the Holding Company") and its subsidiaries (the Holding Company

and its subsidiaries together referred to as "the Group") comprising of the Consolidated Balance

Sheet as at 31 March 2015, the Consolidated Statement of Profit and Loss, the Consolidated

Cash Flow Statement for the year then ended and a summary of the significant accounting

policies and other explanatory information (hereinafter referred to as "the consolidated

financial statements").

Management's Responsibility for the Consolidated Financial Statements

The Holding Company's Board of Directors is responsible for the preparation of these

consolidated financial statements in terms of the requirements of the Companies Act, 2013

(hereinafter referred to as "the Act") that give a true and fair view of the consolidated financial

position, consolidated financial performance and consolidated cash flows of the Group in

accordance with the accounting principles generally accepted in India, including the Accounting

Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)

Rules, 2014. The respective Board of Directors of the companies included in the Group are

responsible for maintenance of adequate accounting records in accordance with the provisions

of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and

other irregularities; the selection and application of appropriate accounting policies; making

judgments and estimates that are reasonable and prudent; and the design, implementation and

maintenance of adequate internal financial controls, that were operating effectively for

ensuring the accuracy and completeness of the accounting records, relevant to the preparation

and presentation of the financial statements that give a true and fair view and are free from

Page 1 of 10

I floor, New No. 9. Rajamannar S1reet. T.Nagar, Chennai • 600 017. India. Phone: +91·44-28158528, 42071969 fax: +91-44-28158526 e-mail : [email protected] BANGALORE COCHIN HYDERABAD

Page 2: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

Sundar Srini & Sridhar ( I, " t I ' ' ~- ,I ,\ • \ •• I ' .. l " II I •

material misstatement, whether due to fraud or error, which have been used for the purpose of

preparation of the consolidated financial statements by the Directors of the Holding Company,

as aforesaid.

Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on

our audit. While conducting the audit, we have taken into account the provisions of the Act, t he

Accounting and Auditing Standards and matters which are required to be included in the audit

report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section

143(10) of the Act. Those Standards require that we comply with ethical requirements and plan

and perform the audit to obtain reasonable assurance about whether the consolidated financial

statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the

disclosures in the consolidated financial statements. The procedures selected depend on the

auditor's judgment, including the assessment of the risks of material misstatement of the

consolidated financial statements, whether due to fraud or error. In making those risk

assessments, the auditor considers internal financial control relevant to the Holding Company's

preparation of the consolidated financial statements that give a true and fair view in order to

design audit procedures that are appropriate in the circumstances but not for the purpose of

expressing an opinion on whether the Holding Company has an adequate internal financial

controls system over financial reporting in place and the operating effectiveness of such

controls. An audit also includes evaluating the appropriateness of the accounting policies used

and the reasonableness of the accounting estimates made by the Holding Company's Board of

Directors, as well as evaluating the overall presentation of the consolidated financial

statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other

auditors in terms of their reports referred to in sub-paragraph (a) of the Other Matters

Page 2 of 10

Page 3: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

Sundar Srini & Sridhar l I, " 1 I .,. r ,. ti ,\ , l. •• u II l .i 11 I <

paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the

consolidated financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us,

the aforesaid consolidated financial statements give the information required by the Act in the

manner so required and give a true and fair view in conformity with the accounting principles

generally accepted in India, of the consolidated state of affairs of the Group as at 31 March,

2015, and their consolidated profit and their consolidated cash flows for the year ended on that

date.

Other Matters

(a) We did not audit the financial statements of subsidiaries, whose financial statements reflect

total assets of Rs.6772.24 Mn as at 31 March, 2015, total revenues of Rs. 4746.24 Mn and

net cash flows amounting to Rs. 69.89 Mn for the year ended on that date, as considered in

the consolidated financial statements. These financial statements have been audited by

other auditors whose reports have been furnished to us by the Management and our

opinion on the consolidated financial statements, in so far as it relates to the amounts and

disclosures included in respect of these subsidiaries and our report in terms of sub-sections

(3) and (11) of Section 143 of the Act, insofar as it relates to the aforesaid subsidiaries is

based solely on the reports of the other auditors.

Our opinion on the consolidated financial statements, and our report on Other Legal and

Regulatory Requirements below, is not modified in respect of the above matters with respect to

our reliance on the work done and the reports of the other auditors.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the

Central Government of India in terms of sub-section (11) of Section 143 of the Act, based on

the comments in the auditors' reports of the Holding company & subsidiary companies

Page 3 of 10

Page 4: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

Sundar Srini & Sridhar l I, ,1 r I ~• r ~• ,I ,\ , ,; ,, n II l ,, n I <i

incorporated in India, we give in the Annexure a statement on the matters specified in

paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report, to the extent applicable, that:

(a) We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit of the aforesaid

consolidated financial statements.

(b) In our opinion, proper books of account as required by law relating to preparation of the

aforesaid consolidated financial statements have been kept so far as it appears from our

examination of those books and the reports of the other auditors.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the

Consolidated Cash Flow Statement dealt with by this Report are in agreement with the

relevant books of account maintained for the purpose of preparation of the consolidated

financial statements.

(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting

Standards specified under Section 133 of the Act, read with Rule 7 of the Companies

(Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors of the Holding

Company as on 31 March, 2015 taken on record by the Board of Directors of the Holding

Company and the reports of the statutory auditors of its subsidiary companies incorporated

in India, none of the directors of the Group companies, incorporated in India is disqualified

as on 31 March, 2015 from being appointed as a director in terms of Section 164 (2) of the

Act.

(f) With respect to the other matters to be included in the Auditor's Report in accordance with

Rule 11 of the Companies (Audit and Auditor's) Rules, 2014, in our opinion and to the best of

our information and according to the explanations given to us:

Page 4 of 10

Page 5: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

Sundar Srini & Sridhar l /, . , r I .- ,· ,: ,l . .\ ,· ,· ,, u 11 l ,1 n ! •

i. The consolidated financial statements disclose the impact of pending litigations on the

consolidated financial position of the Group - Refer Note No. 10 to the consolidated

financial statements.

ii. The Group did not have any material foreseeable losses on long-term contracts including

derivative contracts.

iii. There were no amounts which were required to be transferred to the Investor Education

and Protection Fund by the Holding Company, and its subsidiary companies incorporated in

India.

Place: Chennai

Date: May 15, 2015

Page 5 of 10

For Sundar Srini & Sridhar

Chartered Accountants

Firm Registration No. 0042015

Partner

Membership No. 025504

Page 6: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

Annexure to the Independent Auditors' Report

(Referred to in our Report of even date)

Sundar Srini & Sridhar l I, ,, ,- l •• r ,. ,1 •\ , , " u II t J n I J

As stated in the paragraph 1 of our Report on 'Other Legal and Regulatory Requirements' in

our Independent Auditors' Report of even date on the consolidated financial statements for

the year ended 31 March 2015, our reporting on the matter specified in para 3 & 4 of the

Order includes 3 subsidiary companies incorporated in India (exclµding NAVITAS LLP to which

the Order does not apply) and is based on the comments in the respective Independent

Auditors' Report of the Holding Company and its aforesaid subsidiary companies incorporated

in India.

(i) (a) The Holding company & subsidiary companies incorporated in India (the Holding

Company and its subsidiaries incorporated in India together referred to as "the IND

Group") have maintained proper records showing full particulars, including

quantitative details and situation of fixed assets.

(b) The fixed assets of the IND Group have been physically verified by the management

of the respective entities at periodic intervals, which in our opinion and the opinion

of the other auditors, is reasonable. No material discrepancies have been noticed

on such verification.

(ii) (a) The Stock of traded goods of the IND Group have been physically verified at periodic

intervals during the year by the management of the respective entities. In

accordance with the opinion of the auditors of IND Group, we report that the

frequency of such verification is adequate.

(b) In accordance with the opinion of the auditors of IND Group and according to the

information and explanations given to the auditors of IND Group, we report that the

procedures for physical verification of inventories followed by the management are

Page 6 of 10

Page 7: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

Sundor Srini & Sridhar

reasonable and adequate in relation to the size of the IND Group and the nature of

its business.

(c) In accordance with the opinion of the auditors of IND Group, we report t hat the IND

Group have maintained proper records of inventory. The discrepancies noticed

between the physical stocks as verified and the book records were not material and

have been properly dealt with in the books of account.

(iii) The IND Group have not granted any loans, secured or unsecured to companies,

firms or other parties covered in the register maintained under section 189 of the

Companies Act, 2013 ('the Act').

(iv) In accordance with the opinion of the auditors of IND Group, and according to the

information and explanations given to the auditors of IND Group, we report that

there is an adequate internal control system commensurate with the size of the

IND Group and the nature of its business with regard to purchase of fixed assets,

inventory and sale of services. The Auditors of the IND Group have not observed

any major weakness in the internal control system during the course of the audit.

(v) The IND Group have not accepted any deposits from the public.

(vi) The Central Government has not prescribed the maintenance of cost records

under section 148(1) of the Act, for any of the services rendered by the IND Group.

(vii) (a) According to the information and explanations given to the auditors of the IND

Group and on the basis of their examination of the records of the IND Group,

amounts deducted/ accrued in the books of account in respect of undisputed

statutory dues including provident fund, income tax, sales tax, wealth tax, service

tax, duty of customs, value added tax, cess and other material statutory dues have

been regularly deposited during the year by the IND Group with the appropriate

authorities.

According to the information and explanations given to the auditors of the IND

Group, we report that there were no undisputed amounts payable in respect of

provident fund, income tax, sales tax, wealth tax, service tax, duty of customs,

Page 7 of 10

Page 8: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

Sundar Srini & Sridhar t 11 .. ' I •• \ <' .l \ ,. ~· 'I ,1 " l ., 11 I <

value added tax, cess and other material statutory dues were in arrears as at 31

March 2015 for a period of more than six months from the date they became

payable.

(b) According to the information and explanations given to the auditors of the IND

Group, t here are no material dues of wealth tax, duty of customs and cess

which have not been deposited with the appropriate authorities on account of

any dispute. However, according to information and explanations given to the

auditors of the IND Group, the following dues of income tax, sales tax, service tax

and value added tax have not been deposited by the IND Group on account of

disputes:

Name of Period to Forum

the Nature of dues Amount which the where

Statue amount dispute is relates eendin~

Income Tax Income Tax ~ 5.24 (net AV 2005-06 Demand on

Act, 1961 and Interest of taxes paid account of

~ 0.14 Mn) disallowance of carried forward of loss of previous AVs for which the matter is pending with High Court of Madras.

Income Tax Income Tax t 2.09 Mn AV 2006-07 High Court of

Act, 1961 and Interest (net of taxes Madras & ITAT,

paid~ 18.04 Chennai

Mn)

Income Tax Income Tax t0.85 Mn AV 2007-08 High Court of

Act, 1961 and Interest (net of taxes Madras & CIT(A),

paid t 26.56 Chennai

Mn)

Income Tax Income Tax ~0.80 Mn AV 2009-10 CIT (A), Chennai

Act, 1961 and Interest

Page 8 of 10

Page 9: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

Income Tax Income Tax Act, 1961 and Interest

Income Tax Income Tax Act, 1961 and Interest

Income Tax Income Tax Act, 1961 and Interest

Income Tax Income Tax Act, 1961 and Interest

~ 9.64 Mn AV 2011-12

~ 10.57 Mn* A Y 2006-07 to AY 2009-10

~ 2.63 Mn* AY 2010-11 & AV 2011-12

~ 7.50 Mn# AY 2007-08 to AY 2011-12

*Disputed tax liabilities of subsidiary APA Engineering Private Limited #Disputed tax liabilities of subsidiary RPC Power India Private Limited

Sunder Srini & Sridhar t,_ I, ., • I ~• r ~• \I \ , • ~, u • t I " u I ~

CIT(A), Chennai

ITAT, Chennai

CIT(A), Chennai

CIT(A), Chennai

(c) According to the information and explanations given to the auditors of IND

Group, we report that there were no amounts due to Investor Education and

Protection Fund which were required to be transferred in accordance with the

relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made

thereunder.

(viii) The Group do not have consolidated accumulated losses at the end of the

Financial Year and the Group have not incurred cash losses on a consolidated

basis during the Financial Year covered by our audit and in the immediately

preceeding Financial Year.

(ix) In accordance with the opinion of the auditors of IND Group and according to the

information and explanations given to the auditors of IND Group, we report that

the IND Group have not defaulted in repayment of dues to a financial institution

or bank or debenture holders.

(x) In accordance with the opinion of the auditors of IND Group and according to the

information and explanations given to the auditors of IND Group, we report that

IND Group have not given guarantee for loans taken by others outside the

Page 9 of 10

Page 10: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

Sundar Srini & Sridhar { 11 , t I I ..- 1 ,: ~• . \ < •· •• H It t , 1 11 I J

Group from banks or financial institutions.

(xi) The IND Group did not have any term loans outstanding during the year.

(xii) According to the information and explanations given to the auditors of the IND

Group, we report that no fraud on or by the IND Group has been noticed or

reported during the course of our audit.

Place: Chennai Date: 15 May 2015

Page 10 of 10

For Sundar Srini & Sridhar

Chartered Accountants Firm Registration Number: 0042015

\ ':;_~ .__'

S. Sridhar Partner

Membership number: 025504

Page 11: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited

Consolidated Balance Sheet as at

Particulars

I. EQUITY AND LIABILITIES Shareholders' funds

(a) Share capital

(b) Reserves and surplus

Minority interest

Non-current liabilities

(a) Long-term borrowings (b) Deferred tax liabilities (Net)

(c) Other long-term liabilities

(d) Long-term provisions

Current liabilities

(a) Short-term borrowings

(b) Trade payables (c) Other current liabilities

(d) Short-term provisions

II. ASSETS Non-current assets

(a) Fixed assets (i) Tangible assets

(ii) Intangible assets

TOTAL

(iii) Capital work-in-progress (iv) Intangible assets under development

(b) Goodwill on consolidation

(c) Non-current investments (d) Deferred tax assets (net)

(e) Long-term loans and advances

(f) Other non-current assets

Current assets

(a) Current investments (b) Inventories

(c) Trade receivables

(d) Cash and cash equivalents

(e) Short-term loans and advances (f) Other current assets

TOTAL

Ill. Notes forming part of the Consolidated Financial Statements

As per our report attached

For Sundar Srini ft Srldhar

Chartered Accountants Firm Registration No. : 004201 S

S. Sri r

P ner ~ Srini , S~

Note ~Mn

Mar 31, 2015 Mar 31, 2014

2.1

2.2

2.3

2.4

2.5

2.6

2.7

2.8 2.9

2.10

2.11

2.12

2.13

2.14

2.15

2.16

2.17 2.18

2.19

1-12

120.00

5,124.16

560.63

8. 19

169. 71 12.18

72.88

1,583.27

420.52 1,089. 14

63.31 9,223.99

706.58

1,004.42 165.1 7

1,874.98

47.01 3.20

175.13

13.50 229.80

2,404.65

1,243.38

1,355.86

0.31 9,223.99

120.00

4,580.45

482.93

575.90 167.43

15.64

66.42

1,135.02

569.67

851.51

59.73 8,624.70

780.73 974.82

19.64 0.84

2,084.35

5.98

134.16

14.97

501.50 172.38

2,232.93

772.80 929.30

0.30

8,624.70

For and on behalf of the Board of Directors

Srinivasan H.R.

Managing Director DIN: 00130277

D.V. Ravi Director

DIN: 00171603 • Membership No.: 02550\Ghartered Accounlant.J

'-- 02550"4 ~

Place : Chennai _J.lll~LU\.0---

N.S. Shobana kC::: Date : May 15, 2015 Chief Financial Officer Company Secretary

Page 1 of 37

Page 12: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited

Consolidated Statement of Profit and Loss for the year ended

Particulars

I. Revenue from operations II. Other income (net) Ill. Total Revenue (1+11)

IV. Expenses: Cost of revenue

Employee benefit expenses Finance costs Depreciation and amortization Other expenses Total expenses

V. Profit before tax (Ill-IV)

VI. Tax expense (1) Current tax (2) Shortfall / (Excess) provision of earlier years (3) Deferred tax

Vil. Profit for the year before minority interest (V-VI)

VIII. Minority interest

IX. Profit for the year (Vil-VIII)

X. Earnings per equity share Equity shares of par value t 1 / - each

Basic Diluted

Weighted average number of equity shares used in computing earnings per share

Basic Diluted

XI. Notes forming part of the Consolidated Financial Statements

As per our report attached

For Sundar Srini & Sridhar Chartered Accountants

Firm Registration ~ 0042015

\) ~~ ✓ ~ /-

S. S 'd r Pa ner Membership No.: 025504

r ----.... 'I ~ Srini &Sr~

hartered Accountants J 025504 ./

Note t Mn, except per share data

Mar 31, 2015 Mar 31, 2014

2.20 2.21

2.22 2.23 2.24 2.10 2.25

1-12

7,304.27 82.48

7,386.75

1,995.23 2,097.62

126.87 596.07

1,717.23

6,533.02

853.73

53.98 (3.44) 3.88

799.31

100.48

698.83

5.82 5.82

120,000,000 120,137,200

8,155.40 61.51

8,216.91

2,535.08 2,265.20

137.69

768.84 1,882.53

7,589.34

627.57

88.49 5.03

(83.54)

617.59

37.59

580.00

4.83 4.83

120,000,000 120,206,000

For and on behalf of t he Board of Directors

Srinivasan H.R. Managing Director DIN: 00130277

D.V. Ravi Director DIN: 00171603 <

Place : Chennai ~~~---

N.S. Shobana ~

C.M. Lakshmi Date : May 15, 2015 Chief Financial Officer Company Secretary

Page 2 of 37

Page 13: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions limited

Consolidated Cash Flow Statement for the year ended

Particulars

A) CASH FLOW FROM OPERATING ACTIVITIES

NET PROFIT/ (LOSS) BEFORE TAX Adjustments for

Depreciation and Impairment expenses

Interest Expense

Interest Income

(Profit)/Loss on Sale of Fixed Assets

Provision for Gratuity, Compensated absences & Other benefits Foreign Exchange Adjustments· Loss/ (Gain)

Product Development Expenses written off

Bad Debts written off

Operating Profit before Working Capital Changes (lncrease)/Decrease in Loans and Advances and other Assets

Increase/ (Decrease) in Liabilities and Provisions

Cash flow from/ (used in) Operations

Interest · Working Capital Loans

Direct Taxes paid

NET CASH FROM /(USED) IN OPERATING ACTIVITIES

B) CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets • Net

Product Development Expenses

Interest Income

Sale of Investments

Purchase of Investments Goodwill on Investment in Equity Shares in Subsidiary Companies

NET CASH FROM /(USED) IN INVESTING ACTIVITIES

C) CASH FLOW FROM FINANCING ACTIVITIES Net Movement in Short Term Borrowings

Repayment of Long Term Borrowings

Dividends Paid including Interim Dividend

Interest· Long Term Loans

NET CASH FROM /(USED) IN FINANCING ACTIVITIES

Net lncrease/(Decrease) in Cash & Cash equivalents

Add: Cash and Cash equivalent as at the beginning of the year

Cash & Cash equivalent as at the end of the year

Bank Deposits with more than 12 months maturity

Margin Money Deposit

Unclaimed dividend

Deposits against guarantee

Cash & Cash Equivalents as per Balance Sheet -Note No. 2. 17

Notes forming part of the Consolidated Financial Statements: Note 1-12

As per our report attached

For Sundar Srini & Sridhar

Chartered Accountants

1r w~.:·:,~~ Membership No.: 025504 025504

~Mn

Mar 31, 2015 Mar 31, 2014

853.73 627.57

203.27 372.66 126.87 137.69 (49. 72) {50.32)

(3.36) 0.21 6.46 7.33

. (0.20) 392.80 396.18

2.03 1.77

1,532.08 1,492.89 (586.99) (160.98)

(56.36) (203.13) 888.73 1,128.78 (63.33) (85.67)

(38.10) (44.86) 787.30 998.25

(284.62) (319.21 )

(383. 79) (417.62)

49.72 50.32

488.00 (51.54)

. (222.32) (182.23) (908.83)

448.25 269.98

(378.81) (167.24) (119.63) (119.63)

(63.54) (52.02) (113.74) (68.91)

491 .34 20.51

723.22 702.71

1,214.56 723.22 14.57 23.89

10.00 21.00 1.87 1.45

2.38 3.24 1,243.38 772.80

For and on behalf of the Board of Directors

Srinivasan H.R.

Managing Director

DIN: 00130277

D.V. Ravi

Director

DIN: 00171603 ,

Place : Chennai -~ µ-~

N.S. Shobana C.M. Lakshmi Date : May 15, 2015 Chief Financial Officer Company Secretary

Page 3 of 37

Page 14: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 2015

Company overview

TAKE Solutions Limited (referred to as 'TAKE' or 'the Company') and its subsidiaries provide a

wide range of information technology and consultancy services specifically in two of its major

business verticals namely Life Sciences (LS) and Supply Chain Management (SCM). With its Global

Headquarters in Chennai, India and its US headquarters in Princeton, NJ, USA, it has presence

across 8 countries. TAKE offers its clients in the Life Sciences space, unique IP based offerings as

services & solutions. In the Supply Chain domain, TAKE focuses on mobility and collaboration

requirements of customers including e-business solutions, integrating their supply chains with that

of its distributors, Suppliers and contract manufacturers.

As of March 31, 2015, TAKE Solutions Pte Ltd owned 57.89% of the Company's equity share capital

and has the ability to control its operating and financial policies.

1. Significant accounting policies

1. 1 Basis of preparation of financial statements

The consolidated financial statements of TAKE Solutions Limited and its subsidiaries (The Group)

are prepared and presented in accordance with the Indian Generally Accepted Accounting

Principles (GAAP) under the historical cost convention on the accrual basis except for certain

financial instruments which are measured at fair values. GAAP comprises mandatory Accounting

Standards as prescribed under section 133 of the Companies Act, 2013 ("Act") read with Rule 7 of

the Companies (Accounts) Rules, 2014 and guidelines issued by the Securities and Exchange Board

of India (SEBI). Accounting policies have been consistently applied by the Company and are

consistent with those used during the previous year.

The significant accounting policies adopted by the Group are detailed below:

1. 2 Principles of Consolidation

The financial statements of the subsidiary companies used for consolidation are drawn up to the

same reporting date as of the Company.

The consolidated financial statements have been prepared on the following basis:

a) The financial statements of the Company and its subsidiary companies have been

combined on a line-by-line basis by adding together like items of assets, liabilities,

income and expenses. All material intercompany transactions, balances and unrealized

surpluses and deficit s on t ransactions between group companies are eliminated.

Consistency in adoption of accounting policies among all group companies is ensured to

the extent practicable. Separate disclosure is made for minority interests.

b) The excess of cost to the Company of its investments in subsidiary companies over its

share of equity of the subsidiary companies at the dates on which the investments in

subsidiary companies are made, is recognized as 'Goodwill' being an asset in the

consolidated financial statements. Alternatively, where the share of equity in the r

Page 4 of 37

Page 15: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 2015

subsidiary companies as on the date of investment, is in excess of cost of investment of

the Company, it is recognized as 'Capital Reserve' in the consolidated financial

statements.

c) Minority interest in the net assets of consolidated subsidiaries consist of the amount of

equity attributable to the minority shareholders at the dates on which investments are

made by the Company in the subsidiary companies and further movements in their share

in the equity, subsequent to the dates of investment.

d) Exchange difference resulting from the difference due to translation of foreign currency

assets and liabilities in subsidiaries is disclosed as foreign currency translation reserve.

1. 3 Use of Estimates

The preparation of the financial statements in conformity with Generally Accepted Accounting

Principles ("GAAP") requires management to make estimates and assumptions that affect the

amounts reported in the financial statements and accompanying notes. Although these estimates

are based on management's best knowledge of current events and actions that the Company may

undertake in future, actual results ultimately may differ from those estimates. Any revision to

accounting estimates is recognised prospectively in future periods.

1.4 Significant Accounting Policies

The significant accounting policies pertaining to the principal business segments of the Company

are set out below and the other policies have been detailed in the Standalone Financial

Statements.

1. 5 Revenue Recognition

1.5.1 Software Services & Products

The Contracts between the Company and its customers are either time and material contracts or

fixed price contracts.

a) Revenue from fixed-price contracts is recognised according to the milestones achieved as

specified in the contracts on the Proportionate Completion Method based on the work

completed. Any anticipated losses expected upon the contract completion are recognized

immediately. Changes in job performance, conditions and estimated profitability may

result in revisions and corresponding revenues and costs are recognized in the year in

which such changes are identified.

b) In respect of time and material contract, revenue is recognized in the year in which the

services are provided. Unbilled revenue represents cost and earnings in excess of billings

while deferred revenue represents the billing in excess of cost and earnings.

c) Revenue from product sale and licensing arrangements are recognized on delivery and

installation. ,, ---.... "

Page 5 of 37

Page 16: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 201 5

1. 5. 2 Sale of IT Infrastructure & Support Services

Income from sale of IT Infrastructure is recognized upon completion of sale. Income from Support

Services is recognized upon rendering of the services. Income from maintenance contracts

relating to the year is recognized when the contracts are entered into on a time proportionate

basis.

1. 5. 3 Revenue from E- Business Solutions

Revenue is recognized when invoices are raised and are accounted net of trade discounts,

rebates, taxes and duties.

1. 5.4 Other Income

a) Interest income is recognized using time proportion method based on rates implicit in the

transaction.

b) Dividend income is recognized when the Company's right to receive dividend is established.

c) Miscellaneous income is recognized on accrual basis.

1.6 Cash Flow Statement

Cash flows are reported using the Indirect Method, whereby net profit before tax is adjusted for

the effects of transactions of a non-cash nature and any deferrals or accruals of past or future

cash receipts or payments and item of income or expenses associated with investing or financing

cash flows. The cash flows from regular revenue generating, investing and financing activities of

the Company are segregated. The Cash flow statement forms part of the Financial Statements.

Cash and cash equivalents

The Company considers all highly liquid financial instruments, which are readily convertible into

Cash and have original maturities of three months or less from the date of purchase, to be cash

equivalents.

1. 7 Intangible Assets

Software Product Development Cost:

Internally developed software products are valued based on costs directly attributable to the

development of such software and allocated indirect cost and they are capitalized individually

once their technical feasibility is established in accordance with the requirements of Accounting

Standard 26, ' Intangible Asset'.

Expenses incurred during research phase till the establishment of commercial feasibility is

charged off to Statement of Profit and Loss.

Products capitalized are being amortized over a period of three to five years from the launch

date and the unamortized product costs as at Balance Sheet date are shown under Intangible

Assets under Fixed Assets separately.

Page 6 of 37

Page 17: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 2015

1.8 Foreign Currency Transactions/ Translation Reserve

1.8. 1 All monetary items denominated in foreign currency are reflected at the closing exchange

rates prevailing on the Balance Sheet date, the resultant exchange differences are

recognized in the Statement of Profit and Loss. Non-monetary items which are carried in

terms of historical cost denominated in a foreign currency are reported using the exchange

rate at the date of the transaction.

1.8.2 Income and Expenditure items involving foreign exchange are translated at the exchange

rate prevailing on the dates of transaction.

1.8.3 Exchange differences arising on foreign exchange transactions settled during the year are

recognized in the Statement of Profit and Loss for the year.

1.8.4 For the purposes of consolidation the operations of overseas subsidiaries are considered as

non-integral in nature and accordingly their assets and liabilities of non-Indian subsidiaries

are translated at the period-end exchange rate and income and expenditure items are

translated at the average rates during the period. The resultant translation adjustment is

reflected as a separate component of Shareholders' funds as 'Foreign currency translation

reserve'. Upon dissolution/ disposal of non-Indian subsidiary, the balance in foreign

currency translation reserve in relation to that subsidiary will be transferred to Statement

of Profit and Loss.

1. 9 Depreciation

Fixed assets are depreciated by the Group on Straight Line Method (SLM) over the estimated

useful lives of the assets determined as given below. For the assets acquired / disposed during

the year, depreciation has been charged on pro-rata basis.

Asset life (in years)

Computers and Purchased Software 3-6

Furniture, Fixtures and Office Equipments 4-10

Automobiles 4-10

Leasehold improvements Period of Lease

Buildings 60

Plant and Machinery 15

1. 10 Goodwill

Goodwill arising on consolidation/ acquisition of assets is not amortised. It is tested for

impairment on a periodic basis and written off, if found impaired.

1.11 Taxation

Tax expenses comprising of both current tax and deferred tax are included in determining the

net results for the period.

Page 7 of 37

Page 18: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 201 5

Current tax is determined based on the provisions of the Income Tax Act of the respective

countries.

Deferred tax reflects the effect of timing differences between the assets and liabilities

recognized for financial reporting purposes and the amounts that are recognized for current tax

purposes. As a matter of prudence deferred tax assets are recognised and carried forward only

to the extent, there is reasonable certainty that sufficient future taxable income will be

available against which such deferred tax assets can be realised.

1.12 Subsidiary Company Particulars

Proportion of Proportion of

Name of the Direct Subsidiary Country of ownership ownership

Incorporation interest as at interest as at Mar 31, 2015 Mar 31, 2014

APA Engineering Private Limited India 58% 58%

TAKE Business Cloud Private India 100% 100%

Limited

Navitas LLP (formerly known as TAKE Solutions Global LLP) (Controlled Directly and India 100% 100% Indirectly through one of the subsidiaries)

TAKE Solutions Global Holdings Singapore 100% 100%

Pte Ltd

1. 13 Impairment of Assets

At each Balance Sheet date, the Management reviews the carrying amounts of its assets included

in each of the cash generating units to determine whether there is any indication that those

assets may be impaired. If such an indication exists, the company estimates the recoverable

amount of the asset. For an asset that does not generate independent cash flows, the

recoverable amount is determined for the cash-generating unit to which the asset belongs.

If such recoverable amount of the asset or the recoverable amount of the cash-generating unit to

which the asset belongs is less than its carrying amount, the carrying amount is reduced to its

recoverable amount.

The reduction is treated as an impairment loss and is recognized in the Statement of Profit and

Loss. If at the Balance Sheet date there is an indication that if a previously assessed impairment

loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the

recoverable amount. An impairment loss is reversed only to the extent that the carrying amount

of the asset does not exceed the net book value that would have been determined if no

impairment had been recognized.

Page 8 of 37

Page 19: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 2015

1. 14 Provisions, Contingent Liabilities & Contingent Assets

A provision is recognized when an enterprise has a present obligation as a result of past event;

it is probable that an outflow of resources will be required to settle the obligation, in respect of

which a reliable estimate can be made. Provisions are not discounted to its present value and

are determined based on best estimate required to settle the obligation at the Balance Sheet

date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best

estimates.Contingent liabilities are not recognized in the financial statements. A Contingent

Asset is neither recognized nor disclosed in the financial statements.

1. 15 Financial Instruments: Recognition and Measurement

The Company has been using foreign currency forward contracts to hedge its risks associated with

foreign currency fluctuations relating to certain firm commitments and forecasted transactions.

The company designates this hedging instrument as "cash flow hedge" applying the recognition

and measurement principles set out in Accounting Standard 30. At present, no hedging

instrument is used by the Company.

Hedging instrument is initially measured at fair value and is re-measured at subsequent reporting

dates. Changes in the fair value of this derivative that is designated as an effective hedge of

future cash flows is recognized directly in shareholders' funds as Hedging Reserve and

reclassified into Statement of Profit and Loss upon the occurrence of hedged transactions.

The ineffective portion is recognized immediately in Statement of Profit and Loss as and when

they arise.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or

exercised, or no longer qualifies for hedge accounting. If a hedged transaction is no longer

expected to occur, the net cumulative gain or loss recognized in shareholders' funds is

transferred to Statement of Profit and Loss for the year.

Page 9 of 37

Page 20: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 201 5

2 Notes on Accounts

2. 1 Share Capital

a) Particulars of Authorised, Issued and Paid Capital:

Particulars As at Mar 31, 201 5 As at Mar 31, 2014

Number tMn Number tMn

Authorised

Equity shares of r 1 / - each 350,000,000 350.00 350,000,000 350.00

Preference shares of r 10/- each 15,000,000 150.00 15,000,000 150.00

Issued, Subscribed & Paid u12

Equity shares of r 1 / - each fully paid 122,400,000 122.40 122,400,000 122.40

Less: Shares issued and lying with ESOP Trust* 2,400,000 2.40 2,400,000 2.40

Total 120,000,000 120.00 120,000,000 120.00

* As per the Guidance Note on Accounting for Employee Share-based payments issued by the Institute of

Chartered Accountants of India, shares allotted to Trust but not transferred to employees is required to

be reduced from Share Capital and Reserves. Out of the 2,400,000 equity shares allotted to the trust, no

shares have been transferred to employees up to March 31, 2015. Accordingly, the Company has reduced

the Share Capital and Share Premium accounts, by the amount of face value of the equity shares issued

to the Trust but not transferred to employees and Share Premium on such shares respectively.

Reconciliation of the number of equity shares outstanding at the beginning and at the end of the

reporting year is as given below:

Particulars As at Mar 31, 201 5 As at Mar 31, 2014

Number t Mn Number t Mn

Shares outstanding at the beginning of the year 120,000,000 120.00 120,000,000 120.00

Changes during the year . - . -

Shares outstanding at the end of the year 120,000,000 120.00 120,000,000 120.00

b) The Company has only one class of shares referred to as equity shares having a par value of r 1 each.

Each holder of the equity shares is entitled to one vote per share.

The Company declares and pays dividends in Indian rupees and foreign currency. The dividend proposed

by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General

Meeting.

Page 10 of 37

Page 21: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 2015

The Board of Directors at its meeting held on November 12, 2014, declared an interim dividend of 30%

('{ 0.30 per equity share of par value 1 / · each) for the quarter ended September 30, 2014. At its meeting

held on February 6, 2015, the Board declared a second interim dividend of 30% (~ 0.30 per equity share

of par value 1 /- each) for the quarter ended December 31, 2014. Further, the Board of Directors at its

meeting held on May 15, 2015, has recommended a final dividend of 40% ('{ 0.40 per equity share of par

value 1 / · each). The proposal is subject to the approval of shareholders at the ensuing Annual General

Meeting and the amount of per share distribution to equity shareholders for the year ended

March 31, 2015 would be~ 1 / · per equity share.

During the year ended March 31, 2014, the amount of per share dividend recognized as distributions to

equity shareholders was ~ 1 / · per equity share.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of

the remaining assets of the Company after distribution of all preferential amounts. However, no such

preferential amount exists currently. The distribution will be in proportion to the number of equity

shares held by the shareholders.

c) Equity Shareholder holding more than 5 percent of equity shares along with the number of equity

shares held at the end of the year is as given below:

As at Mar 31, 2015 As at Mar 31, 2014 Name of Shareholder

No. of Shares % of Holding No. of Shares

% of Holding held held

TAKE Solutions Pte ltd 70,856,250 57.89 70,856,250 57.89

Shriram Venture limited 9,829,934 8.03 7,866,457 6.43

Ashish Dhawan . . 6,524,366 5.33

d) The Company has not allotted any fully paid up equity shares by way of bonus shares nor has bought

back any class of equity shares during the period of five years immediately preceding the Balance

Sheet date.

e) Employee Stock Options

The Company measures the compensation cost relating to employee stock options using the

intrinsic value method. The compensation cost is amortized over vesting period of the option.

Pursuant to Clause 5.3 (f) of SEBI (Employee Stock Option Scheme and Employee Stock Purchase

Scheme) guidelines, 1999 and para 10 of Employees Stock Option Scheme - 2007 of the company,

Remuneration & Compensation Committee is authorized to make a fair and reasonable

adjustment to the number of options and to the exercise price in respect of options granted to

the employees under the plan in the case of Corporate actions such as right issue, bonus issue,

merger, etc. The shareholders have in their meeting held on August 22, 2008 approved sub­

division of face value of each equity share of '{ 10/- into 10 equity shares of '{ 1 /- each.

Page 11 of 37

Page 22: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 2015

Accordingly, the number of maximum options that can be issued under Employees Stock Option

Scheme 2007 has been increased to 2,400,000 (2.4 Mn) [originally 240,000 (0.24 Mn)} and the

exercise price has been reduced in case of Series I to ~ 73 / - and Series II to ~ 73 / - per equity

share of ~ 1 / - each.

On December 10, 2007, the Company established Employees Stock Option Scheme - 2007 (ESOS -

2007 or scheme). Under the scheme, the Company is authorized to issue up to 2,400,000

(originally 240,000) equity settled options of ~ 1 / - each (originally ~ 10/- each) to employees

(including employees of the subsidiary Company). Remuneration & Compensation Committee has

been constituted by the Board of Directors of the Company to administer the Scheme.

ESOS - 2007 Particulars Series - I Series - II

1. Grant Price - ~ 73.00 73.00 2. Grant Date April 02, 2008 May 26, 2008 3. Vesting commences on April 01, 2009 May 25, 2009

30% of grant on April 30% of grant on Ma.y 01, 2009, subsequent 25, 2009, subsequent

4. Vesting Schedule 30% of grant on April 30% of grant on Ma.y 01, 2010 and balance 25, 2010 and balance 40% of grant on April 40% of grant on Ma.y 01, 2011 25, 2011

5. Option Granted and outstanding at 158,500 47,500 the beginning of the year

6. Option granted during the year Nil Nil 7. Option lapsed and / or withdrawn 49,300 19,500 during the vear 8. Option exercised during the year Nil Nil against which shares were allotted 9. Option granted and outstanding at

the end of the year of which - Options vested 109,200 28,000 - Options yet to vest --- ---

Page 12 of 37

Page 23: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 201 5

2.2. Reserves and Surplus

Reserves and Surplus consist of the following:

As at As at

Particulars Mar 31, 2015 Mar 31, 2014

t Mn t Mn

Capital Reserves

Opening Balance 45.36 42.76

(+) Current Year Transfer 0.37 1.05

( +) Foreign Exchange Fluctuation 0.90 1.55

Closing Balance 46.63 45.36

Capital Reserves on Consolidation

Opening Balance 11.32 10.33

(+) Current Year Transfer - Note 3 5.42 -

( +) Foreign Exchange Fluctuation 0.53 0.99

Closing Balance 17.27 11.32

Special Economic Zone Re-investment Allowance Reserve

Opening Balance 2.90 2.90

(+) Current Year Transfer - -(-) Utilisation of reserve 2.90 -

Closing Balance - 2.90

Capital Redemption Reserve at the beginning and at the end

of the year 49.11 49.11

Securities Premium Reserve

Opening Balance 2,130.69 2,130.69

Less: Shares issued and lying with ESOP Trust 175.56 175.56

Closing Balance 1,955.13 1,955.13

Share Options Outstanding Account

Opening Balance 1.19 1.31

(+) Current Year Transfer - .

(-) Written Back in Current Year 0.37 0.12

Closing Balance 0.82 1.19

Page 13 of 37

Page 24: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 2015

General Reserve

Opening Balance 145.98

(+) Current Year Transfer -

(-) Written Back in Current Year -Closing Balance 145.98

Foreign Currency Translation Reserve 555.26

Surplus (Balance in Statement of Profit and Loss)

Opening balance 1,917.45

( +) Net Profit transferred from Statement of Profit and Loss 698.83

Amount available for appropriation 2,616.28

Appropriations:

(-) Interim Dividend 71.78

(-) Final Dividend 47.85

(-) Dividend Distribution Tax 27.61

( -) Capital Reserve 0.39

(-) General Reserve -

(-) Other Adjustments - disposal of Investment/merger - Note 4 110.42

(-) Schedule II adjustments on account of depreciation • 7.17

(+) SEZ Re-Investment Allowance Reserve 2.90

Closing Balance 2,353.96

Total 5,124.16

128.87

17.11

-145.98

452.01

1,718.36

580.00

2,298.36

71.78

47.85

20.80

1.05

17. 11

222.32

-

-

1,917.45

4,580.45

* Depreciation & Amortisation for the year includes a sum of~ 9.52 Mn charged by the Indian Subsidiary

Companies on the assets whose useful life is exhausted as on April 1, 2014 as per Schedule II of the

Companies Act, 2013. The said amount has been adjusted against Retained Earnings along with the

corresponding deferred tax liability reversal of~ 2.35 Mn.

Page 14 of 37

Page 25: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 2015

2.3 Long Term Borrowings

Long Term Borrowings consist of the following:

As at As at

Particulars Mar 31, 2015 Mar 31, 2014

~ Mn ~ Mn

(a)Term Loans - Secured

Term Loan from Banks 8.04 523.32

(b) Long Term Maturities of Finance Lease Obligations - Secured 0.15 2.77

(c) Deferred Purchase Consideration - Unsecured - 49.81

Total 8.19 575.90

Term Loan from Banks represents amounts borrowed from:

(a) DBS Bank Limited by Navitas Life Sciences Holdings Limited, UK (formerly known as TAKE Global

Limited, UK). The balance outstanding as at the date of Balance Sheet is~ 488.67 Mn (~ 868.75 Mn),

which has been classified as Current & Non-Current as appropriate.

Interest - The rate of interest on the outstanding amount is LIBOR plus 3. 9% p.a. In case of any

default in the payment of principal or interest, interest shall be charged at the rate of 2% p.a. over

the normal interest rate on the overdue amount from due date up to the date of actual payment.

Tenure - The repayment of principal has started from March 31, 2012 and shall get discharged

completely on December 31, 2015. Repayment of principal and interest is at quarterly intervals.

Security - Primary security being Corporate Guarantee given by TAKE Solutions Limited, India and

Navitas, Inc. (formerly known as TAKE Solutions Inc.), USA and Collateral security being Pledge of

25,000 Shares of GBP 1 /- each of Navitas Life Sciences Holdings Limited, UK (formerly known as TAKE

Global Limited, UK) held by TAKE Solutions Global Holdings Pte Ltd, Singapore.

(b) Wells Fargo Bank, National Association by Applied Clinical Intelligence LLC., USA and the balance

outstanding as at the date of Balance Sheet is ~ 12.98 Mn (~ Nil), which has been classified as

Current & Non-Current as appropriate.

Interest - The rate of interest on the outstanding amount is 3.25% p.a.

Tenure - The repayment of principal has started from February 01, 2015 and shall get discharged

completely on January 01, 2018. Repayment of principal and interest is at monthly intervals.

Security - Secured by Inventory, Accounts Receivable and Fixed Assets of Applied Clinical Intelligence

LLC., USA

Finance Lease

Obligations under finance lease are secured against fixed assets obtained under finance lease

arrangements.

There is no continuing default in the repayment of the principal and interest amounts for the loans

referred above.

Page 15 of 37

Page 26: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31 , 2015

2.4 Other Long Term Liabilities

Other Long Term liabili ties consist of the following:

As at As at Particulars Mar 31, 2015 Mar 31, 2014

tMn t Mn

Deferred Revenue 12.18 15.64

Total 12.18 15.64

2.5 Long Term Provisions

Long Term Provisions consist of the following:

As at As at Particulars Mar 31, 2015 Mar 31, 2014

f Mn f Mn

Provision for employee benefits 72.88 66.42

Total 72.88 66.42

Provision for Employee Benefits includes provision for Gratuity and Other Retirement Benefits.

2.6 Short Term Borrowings

Short Term Borrowings consist of the following:

As at As at

Particulars Mar 31, 2015 Mar 31, 2014

f Mn f Mn

Secured

Loans repayable on demand

From Banks 1,583.25 1,135.00

1,583.25 1,135.00

Unsecured

Other borrowings 0.02 0.02

0.02 0.02

Total 1,583.27 1,135.02

Page 16 of 37

Page 27: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 2015

The loans repayable on demand from banks - secured represent:

Amount

Facility Name outstanding as Interest Security on March 31,

2015

Secured against the current

Packing Credit in Foreign and future movables, current ~ 5.48 Mn 4 % to 5 % p.a. assets of respective Currency

companies and guarantees by Holding Company.

USD LIBOR + 1.4 Standby letter of Credit Revolving credit facil ity ~ 783.49 Mn % p.a. issued by Axis Bank Limited,

Singapore Branch

USD LIBOR + 2 % Standby letter of Credit Working capital demand loan ~ 737.11 Mn issued by Axis Bank Limited, p.a.

Singapore Branch

Secured against the current and future movables current

Cash Credit ~ 57.17 Mn 13 % p.a. assets of respective company and guarantee by Holding Company.

There is no default as on the Balance Sheet date in repayment of principal sum and interest for the

above referred loans.

2. 7 Trade Payables

Trade Payables consist of the following:

As at As at Particulars Mar 31, 2015 Mar 31, 2014

f Mn f Mn

Trade Payables 420.52 569.67

Total 420.52 569.67

Page 17 of 37

Page 28: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 201 5

2.8 Other Current Liabilities

Other Current Liabilities consist of the following:

As at As at Particulars Mar 31, 2015 Mar 31, 2014

f Mn f Mn

Current maturities of long-term debt 493.61 345.43

Current maturities of finance lease obligations 2.90 8.69

Interest accrued and due on borrowings 0.18 0.17

Unclaimed dividends 1.87 1.45

Statutory Payables 18.96 8.92

Creditors for Capital Goods 1.77 1.47

Other Payables 12.24 6.38

Advance received from Customers 78.14 24.76

Unearned Revenue 374.82 357.69

Employee Related Liabilities 104.65 96.55

Total 1,089.14 851.51

2.9 Short Term Provisions

Short Term Provisions consist of the following:

As at As at Particulars Mar 31, 2015 Mar 31, 2014

f Mn f Mn

(a) Employee benefits 4.57 3.56

(b) Others

Proposed final dividend on equity shares 47.85 47.85

Tax on dividend 9.97 8.32

Provision for expenses 0.92 .

Total 63.31 59.73

Employee Benefits includes provision for Gratuity and Other Retirement Benefits.

Page 18 of 37

Page 29: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

2.10 Fixed Assets

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 2015

The changes in the carrying value of fixed assets for the year ended March 31, 2015 are as follows:

Gross Block Depreciation Block

Balance as at Deductions / Translation Balance as at Balance as at Depreciation/

Translation Sr.No. P articu la rs Additions Amortisation/ On disposals

Apr 01, 2014 Transfer Adjustment Mar 31, 2015 Apr 01, 2014 Adjustment for the year

~ Mn ~ Mn ~ Mn ~ Mn ~ Mn ~ Mn ~ Mn ~ Mn ~ Mn a Tangible Assets

Buildings 25.96 0.36 (0.37) 25.95 7.18 0.52 (0.36)

Office equipment 135.13 75.84 (0.17) 3.05 213.85 44.13 52.87 (0.02) 1.23 Furniture and Fixtures 202.17 9.51 (2.67) 5.93 214. 94 130.59 13.03 (0.42) 5. 29

Computers & System Software 1,037.38 28.74 (5.48) 7.68 1,068.32 445.72 125.61 (5.43) 6.36 Vehicles 29.44 5.40 (3.86) 1.21 32.19 21.73 2.66 (2.98) 0.96

Total 1,430.08 119. 85 (12.18) 17.50 1,555.25 649.35 194.69 (8.85) 13.48

b Intangible Assets

Computer software 368.42 22.48 (7.96) 3.45 386.39 343.91 18.10 (3. 91) 2.83

Software Product Costs 1,948.24 383.79 (7.61) 82.67 2,407.09 1,177.96 392.80 (6. 97) 47.02

Goodwill 180.03 2.65 182.68 Total 2,496.69 406.27 (15.57) 88.77 2,976.16 1,521.87 410.90 (10.88) 49.85

C Capital work In progress 19.64 168.67 (23.22) 0.08 165.17

Total 19.64 168.67 (23.22) 0.08 165.17 . . . .

d Intangible assets under Development 0.84 0.45 (1.29)

Total 0.84 0.45 (1.29) . . . . . .

Grand Total 3,947.25 695.24 (52.26) 106.35 4,696.58 2,171.22 605.59 (19.73) 63.33

Notes;

Net Block

Balance as at Balance as at

Mar31,2015 Mar 31, 2015

~ Mn ~ Mn

7.34 18.61

98.21 115.64

148.49 66.45

572.26 496.06

22.37 9.82

848,67 706.58

360. 93 25.46

1,610.81 796.28

182.68 1,971.74 1,004.42

165.17 . 165.17

. .

2,820.41 1,876.17

i. Depreciation & Amortisation for the year includes a sum of { 9.52 Mn charged on the assets whose useful life is exhausted as on April 1, 2014 as per Schedule II of the Companies Act, 2013, adjusted against

Retained Earnings. ii. During the FY 2014·15, Depreciation and Amortisation have been accelerated based on revised estimated useful tife of the assets otherthan on account of adoption of rates given in Schedule II of the

Companies Act, 2013. The additional charge for the year is { 38.24 Mn ({ 266.26 Mn)

Page 19 of 37

I.....

Page 30: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

2. 10 Fixed Assets (Continued)

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 2015

The changes in the carrying value of fixed assets for the year ended March 31, 2014 are as follows:

Gross Block Depreciation Block

Depreciation/

Balance as at Deductions / Translation Balance as at Balance as at Amortisation/ Translation Sr.No. Particulars Additions On disposals

Apr 01, 2013 Transfer Adjustment Mar 31, 2014 Apr01,2013 Impairment Adjustment

for the year

f Mn f Mn f Mn f Mn f Mn f Mn f Mn f Mn f Mn

a Tangible Assets

Buildings 24.93 0.10 0.93 25.96 5.62 0 .73 0.83

Office equipment 144.71 2.12 (3.00) (8.70) 135.13 49.36 5.92 (2.97) (8 .18)

Furniture and Fixtures 169.22 14.28 (2.71) 21.38 202.17 104.26 8.23 (2.63) 20.73

Computers & System Software 768.16 270.48 (18.37) 17.11 1,037.38 206.66 241.81 (18.26) 15.51

Vehicles 25.26 3.56 (1 .54) 2.16 29.44 19.45 1.78 (1.21) 1.71

Total 1,132. 28 290.54 (25.62) 32.88 1,430.08 385.35 258.47 (25.07) 30.60

b lntangib le Assets

Computer software 357.10 9.03 (3.18) 5.47 368.42 228.27 114.19 (3.1 8) 4.63

Software Product Costs 1,691.23 416.78 (336.10) 176.33 1,948.24 1,050. 35 396.18 (336.10) 67.53

Goodwill 160.33 19.70 180.03

Total 2,208.66 425.81 (339.28) 201. 50 2,496. 69 1,278.62 510.37 (339.28) 72.16

C Capital work in progress - 258.14 (238.50) 19.64 -. 258.14 1238.501 . H:64 . . - .

d lntan11ible assets under Development 34.19 16.77 (45.45) (4.67) 0.84 .

Total 34.19 16.77 (45.45) (4.67) 0 .84 . . . .

Grand Total 3,375.13 991.26 (648.85) 229. 71 3,947.25 1,663.97 768.84 (364. 35) 102. 76

Balance as at

Mar 31, 2014

f Mn

7.18

44.13

130.59

445.72

21.73

649.35

343.91

1,177.96

1,521.87

.

.

2,171.22

DurinR the FY 2013-14, Depreciation and Amortisation have been accelerated based on revised estimated useful life of the assets. The additional charge for the year is f 266.26 Mn (f 59.24 Mn)

Page 20 of 37

Net Block

Balance as at

Mar 31, 2014

f Mn

18.78

91.00

71 . 58

591.66

7.71

780.73

24.51

770.28

180.03

974. 82

19.64 19.64

0.84 0.84

1,776.03

Page 31: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

2. 11 Non-Current Investments

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 2015

Non-Current Investments consist of the following:

As at As at

Particulars Mar 31, 2015 Mar 31, 2014

t Mn 'Mn Investments in equity instruments 47.01 -

Total 47.01 -Aggregate amount of unquoted investments 47.01 .

Details of Non-Current Investments

Subsidiary /

Associate/ No. of Shares / Units

Quoted/ Partly Paid / Particulars

JV/ Unquoted Fully paid

Controlled

2015 2014

Investments in Equity Instruments

(i) Solaris Pharma Corporation, USA Others 250,000 . Unquoted Fully Paid

(ii) lntEnergy LLC, USA Others 50 . Unquoted Fully Paid

Total

Page 21 of 37

Basis of ~ Mn

Valuation

2015 2014

15.67 . At cost price

31.34 . At cost price

47.01 -

Page 32: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 2015

2.12 Long Term Loans and Advances

Long Term Loans and Advances consist of the following:

As at As at

Particulars Mar 31, 2015 Mar 31, 2014

f Mn f Mn

(a) Security Deposits

Unsecured, considered good 30.56 30.24

30.56 30.24

(b) Other loans and advances

Unsecured, considered good

Interest Receivable 1.56 0.68

Prepaid Expenses 1.61 2.01

Advances Tax (net) 121.95 78.57

Others Advances 10.13 10.13

Capital Advances . 1.93

AMT credit entitlement 9.32 10.60

144.57 103.92

Total 175.13 134. 16

2. 13 Other Non - Current Assets

Other Non· Current Assets consist of the following:

As at As at

Particulars Mar 31, 2015 Mar 31, 2014

f Mn f Mn

Long term Trade receivables

Unsecured, considered good . 14.97

Total - 14.97

Page 22 of 37

Page 33: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 2015

2.14Current Investments

--··-··- ····---···-··-- --· ·--- ... -· .... ..... ................... ~. As at As at

Particulars Mar 3 1, 2015 Mar 31, 20 14

~ Mn ~ Mn (a) Investments in Mutual Funds 13.50 1.50

(b) Investments in Debentures 500.00

Total 13.50 501.50

Aggregate amount of unquoted investments 13.50 501 .50

Details of Current Investments

Subsidiary /

Associate/

Sr. No. Particulars JV/

Controlled No. of Shares / Units

Quoted I Partly Paid /

Unquoted Fully paid

Entity /

Others

2015 2014

(a) Investments in Mutual Funds

(i) Birla Mid Cap Fund Others 12,771 Unquoted Fully Paid

(if) Franklin India Prima Fund Others 3,426 Unquoted Fully Paid

(iii) TATA Purity Equity Fund Others 13,633 13,633 Unquoted Fully Paid

(iv) Birla Sun Life Mutual Fund Others 66,426 Unquoted Fully Paid

(v) IDFC Mutual Fund Others 172,161 Unquoted Fully Paid

(vi) Kotak Mutual Fund Others 155,290 Unquoted Fully Paid

(vii) Reliance Short Term Fund Others 138,648 Unquoted Fully Paid

(b) Investments in Debentures

Investment in Non Convertible Debentures issued by Others . 500 Unquoted Fully Paid

Shriram Equipment Finance Company Limited

Total

Page 23 of 37

, Mn Basis of

Valuation

20 15 2014

0.50 At cost price

0.50 At cost price

0.50 0.50 At cost price

1.50 At cost price

4.00 At cost price

4.00 At cost price

3.50 At cost price

500.00 At cost price

13.50 501. 50

Page 34: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 2015

2. 15 Inventories

Inventories consist of the following:

As at As at Particulars Mar 31, 2015 Mar31,2014

t Mn t Mn

Stock-in-trade 229.80 172.38

Total 229.80 172.38

Inventories are earned at the lower of cost and net realizable value.

2. 16 Trade Receivables

Trade Receivables consist of the following:

As at As at Particulars Mar 31, 2015 Mar 31, 2014

'{ Mn '{ Mn

Debts outstanding for a period exceeding six months

Unsecured, considered good 29.90 38.75

Unsecured, considered doubtful 8.63 7.63

Less: Provision for Doubtful Debts (8.63) (7 .63)

29.90 38.75

Other debts

Unsecured, considered good 2,374.75 2,194.18

2,374.75 2,194.18

Total 2,404.65 2,232.93

2. 17 Cash and Cash Equivalents

Cash and Cash Equivalents consist of the following:

As at As at Particulars Mar 31, 2015 Mar31,2014

t Mn '{ Mn

Balance with banks* 1,239.29 771.75

Cheques on hand 2.77 .

Cash on hand 1.32 1.05

Total 1,243.38 772.80

*Balance with banks includes:

Earmarked balances • unclaimed dividend accounts 1.87 1.45

Bank deposits with more than 12 months maturity 14.57 23.89

Margin money deposit 10.00 21.00

Deposits against guarantees 2.38 3.24

Page 24 of 37

Page 35: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 2015

2.18 Short - Term Loans and Advances

Short - Term Loans and Advances consist of the following:

As at As at Particulars Mar 31 , 2015 Mar 31, 2014

f Mn f Mn

Others

Unsecured, considered good

Prepaid expenses 89.69 74.40

Interest receivable 0.23 44.02

Advance - Employees 40.58 14.63

Advance - Suppliers 57.01 34.46

Advance - Others 804.30 460.65

Other Taxes receivable 9.18 11.69

Deferred Finance Charges 0.11 0.82

Unbilled Receivables 354.76 288.63

Total 1,355.86 929.30

2.19 Other Current Assets

Other Current Assets consist of the following:

As at As at

Particulars Mar 31 , 2015 Mar 31 , 2014

f Mn f Mn

Other Advances 0.31 0.30

Total 0.31 0.30

Page 25 of 37

Page 36: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 2015

2.20 Revenue from Operations

Revenue from Operations consists of the following:

For the year For the year ended ended

Particulars Mar 31, 2015 Mar 31, 2014

f Mn f Mn

Income from Software Services and Products 6,515.32 6,124.41

Income from E- Business Solutions 735.21 1,971.17

Income from Sale of IT Infrastructure and Support Services 53.74 59.82

Total 7,304.27 8,155.40

2.21 Other Income, (Net)

Other Income, (Net) consists of the following:

For the year For the year ended ended

Particulars Mar 31, 2015 Mar 31, 2014

f Mn f Mn

Interest Income 49.72 50.32

Profit on Sale of assets 0.55 -Profit on Disposal of Subsidiary - Refer to Note 5 17.45 4.06

Profit on redemption of mutual funds 2.93 0.09

Net gain on foreign currency transactions and translation . 0.20

Other non-operating income (net of expenses directly 11.83 6.84 attributable to such income)

Total 82.48 61.51

2.22 Cost of Revenue

Cost of Revenue consists of the following:

For the year For the year ended ended

Particulars Mar 31, 2015 Mar 31, 2014

f Mn f Mn

Software Consultancy and Services Cost 1,229.32 966.77

Cost of E-business Solutions Expenses 714.05 1,511.07

Cost of IT Infrastructure & Support Services 51.86 57.24

Total 1,995.23 2,535.08

Page 26 of 37

Page 37: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 2015

2.23 Employee Benefit Expenses

Employee Benefit Expenses consist of the following:

For the year For the year ended ended

Particulars Mar 31, 2015 Mar 31, 2014

~ Mn ~ Mn

Salaries and incentives 1,882.90 2,053.10

Contributions to provident fund and other employee benefit 98.72 99.73 scheme

Gratuity and other retirement benefits 20.24 19.75

Expense on employee stock option scheme (0.37) (0.13)

Staff welfare expenses 96.13 92.75

Total 2,097.62 2,265.20

2.24 Finance Costs

Finance Costs consist of the following:

For the year For the year ended ended

Particulars Mar 31, 2015 Mar 31, 2014

f Mn f Mn

Interest expense 64.54 76.36

Other borrowing costs 62.33 47.64

Exchange difference arising on foreign currency borrowings - 13.69

Total 126.87 137.69

Page 27 of 37

Page 38: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 2015

2.25 Other Expenses

Other Expenses consist of the following:

For the year For the year

Particulars ended ended

Mar 31, 2015 Mar 31, 2014

f Mn f Mn

Audit Fees 16.59 20.38

Bad Debts and Provision for Doubtful Debts 2.03 1.77

Charity (CSR) 3.54 2.37

Commission and brokerage 24.14 287.38

Communication expenses 140.89 128.39

Electricity charges 33.89 30.00

Foreign Exchange Loss / (Gain) - Net 0.84 -

Legal and Professional Charges 307.02 201.20

Loss on sale of assets 0.12 0.21

Insurance 17.23 20.87

Marketing expenses 386.63 432.72

Meeting and Conference 26.38 44.53

Office expenses 70.45 92.46

Printing and Stationery 10.07 9.21

Rates and Taxes 9.58 11.56

Rent 149.57 169.40

Repair and Maintenance - Building 5.45 6.19

Repair and Maintenance - Plant and Machinery 105.68 98.08

Repair and Maintenance - Others 51.77 48.67

Travelling and Conveyance 333.34 254.38

Other Expenses 22.02 22.76

Total 1,717.23 1,882.53

Page 28 of 37

Page 39: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 2015

Other Disclosures

3 Increase in Holdings in Step Down Subsidiary

During the year, a subsidiary APA Engineering Private Limited, India increased i ts holdings in RPC

Power India Private Limited, India from 25% to 100% resulting in capital reserve on consolidation of

t 9.35 Mn in the consolidated financial statements of APA Engineering Private Limited, India. This has

resulted in increase in capital reserve on group consolidated financial statements to the tune of

t 5.42 Mn.

4 Merger of Step Down Subsidiary

On July 15, 2014, TAKE Intellectual Properties Management Inc., USA, a wholly owned step down

subsidiary was merged with its parent Company, Navitas, Inc., USA (Formerly known as TAKE

Solutions Inc., USA). As per the terms of the Merger approved by the State of New Jersey, the

difference between the net assets recorded and the carrying amount of the investment held by the

Company has been adjusted against the Retained earnings of the merged entity.

5 Disposal of Subsidiary

During the last quarter of the Financial Year, the Company through its wholly owned subsidiary has

sold its entire investment in step subsidiary company TAKE 10 Solutions Private Limited, India. The

financial results till date of disposal and the excess of sale consideration over the carrying value of

assets less liabilities on the date of disposal of subsidiary have been considered in the Statement of

Profit and Loss.

6 Segment Reporting

The Company has identified business segments as its primary segment and geographic segments as its

secondary segment.

The Company has identified Software Services & Products, E - Business Solutions and Others as

business segments. Geographical segment information is disclosed based on the location of

customers.

Revenue and Expenses that are directly identifiable with the Segments have been disclosed

accordingly. Certain Income and Expenses which are not specifically allocable to individual segments

have been disclosed as "Unallocated Corporate Income" and "Unallocated Corporate Expenses"

respectively.

The assets of the Group are used interchangeably between segments, and the management believes

that it is currently not practical to provide segment disclosures relating to total assets and liabilities

since a meaningful segregation is not possible.

Page 29 of 37

Page 40: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31 , 2015

PRIMARY SEGMENT INFORMATION

Business Segments

Software

Products & E-Business Total Particulars Others

Consultancy Solutions

Services

~ Mn

REVENUE 6,515.32 735.21 53.74 7,304.27

(6, 124.41) (1,9 17.17) (59.82) (8, 101.40)

Segment Result 2,795.58 21.17 1.87 2,818.62

(2,555.67) (400.68) (2.59) (2,958.94)

Unallocated Corporate Income 82.48

(61.51)

Unallocated Corporate Expenses 1,920. 50

(2,255.19)

Operating Profit 980.60

(765.26)

Interest Expenses 126.87

( 137.69)

Income Taxes 54.42

(9. 98)

Net Profit before minority interest 799.31

(617.59)

Minority interest 100.48

(37.59)

Net Profit after minority interest 698.83

(580.00)

Previous year f igures are shown in Italics m brackets

SECONDARY SEGMENT INFORMATION

For the year ended For t he year ended

Geographic Segments Mar 31, 2015 Mar 31, 2014

~ Mn ~ Mn Asia Pacific 1,670.49 2,825.03 USA 5,145.12 4,880.19 Rest of t he World 788.66 450.18

Total 7,604.27 8,155.40

Page 30 of 37

Page 41: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 2015

7 Related Party Disclosure

Related Party Disclosure for the year ended March 31, 2015 List of Related Parties

Holding Company - TAKE Solutions Pte ltd, Singapore Subsidiaries (held directly)

1. APA Engineering Private Limited, India

2. TAKE Business Cloud Private Limited, India 3. TAKE Solutions Global Holdings Pte Ltd, Singapore

Subsidiaries (held indirectly) 4. RPC Power India Private Limited, India - Refer to Note 3

5. APA Engineering Pte Ltd, Singapore (added during the year)

6. TOWELL - TAKE Investments LLC, Sultanate of Oman

7. TOWELL-TAKE Solutions LLC, Sultanate of Oman

8. TAKE Solutions MEA Limited, UAE

9. Mirnah Technology Systems Limited, Saudi Arabia 10. Applied Clinical Intelligence, LLC, USA

11. TAKE Enterprise Services Inc. , USA

12. TAKE Intellectual Properties Management Inc., USA (merged with Navitas, Inc. w.e.f 15th July 2014) 13. TAKE Solutions Information Systems Pte Ltd, Singapore

14. Navitas, Inc., USA (Formerly known as TAKE Solutions Inc., USA)

15. TAKE Supply Chain De Mexico S De RI Cv, Mexico

16. Navitas Life Sciences Holdings Limited (Formerly known as TAKE Global Limited, UK)

17. Navitas Life Sciences Limited (Formerly known as WCI Consulting Limited, UK)

18. Navitas Life Sciences, Inc. (Formerly known as WCI Consulting Limited, USA)

19. TAKE 10 Solutions Private Limited, India (ceased w.e.f. 31st March 2015) 20. Million Star Technologies Limited, Mauritius

21. TAKE Innovations Inc., USA (added during the year) Partner in Limited Liability Partnership

22. Navitas LLP (Formerly known as TAKE Solutions Global LLP, India)

Key Management Personnel & Independent Directors

I. Mr. N Kumar Chairman ft Independent Director 2. Mr. Srinivasan H.R. , Vice Chairman & Managing Director

3. Mr. D.V. Ravi, Non - Executive Director 4. Mr. N. Rangachary - Independent Director

5. Mr. S. Krishnamurthy - Independent Director 6. Mr . D. A. Prasanna - Independent Director - resigned w.e.f 16th April 2015 7. Mr. R. Sundararajan - Independent Director

8. Prof. G. Raghuram - Independent Director 9. Ms. Uma Ratnam Krishnan - Independent Director w.e.f 1zth November 2014

10. Mr. Ram Yeleswarapu - Chief Executive Officer

11. Mr. S. Nanda Kishore - Non- Executive Director

12. Mr. S. Srinivasan - Non- Executive Director

13. Ms. N.S. Shobana - Chief Financial Officer

14. Ms. C.M. Lakshmi - Company Secretary ,, --, Page 31 of 37 t(°~S~ni, Sr~

C':U 02 ·o. I

Page 42: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solut ions Limit ed Notes forming part of t he Consolidated Financial Statement s

for the year ended March 31, 2015

Other Related Parties

1. TAKE Solutions Limited ESOP Trust, India- the trust is effectively controlled by the company

2. Shriram Value Services Private Limited · Enterprise with common director

3. W.J. Towell Co LLC, Sultanate of Oman - Joint Venture Partner

Transactions and the Balances Outstanding wit h Related Parties ~ Mn

Particulars Holding Company Key Management Other Related

Personnel Parties

46.93 Revenue

(-)

6.33 Cost of Revenue

(-)

-Interest - Expenditure

(0.26)

70.86 Dividends Paid

(70.86)

Managerial Remuneration ( Non-Executive 20. 19 Di rectors) - paid by subsidiary (19. 94)

1.30 Commission ( Independent Directors)

(1.80)

5.86 Remuneration to KMP

(-)

Payables - Closing Balance 0.65 (0.48)

Receivables - Closing Balance 6. 37 (7.53)

Previous year figures are shown m Italics m Brackets

Page 32 of 37

Page 43: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 2015

8 Leases

8.1. Obligation under Finance Lease: tMn

As at As at Minimum Lease Payments

Mar 31, 2015 Mar 31,2014

Not later than one year 2.90 7.79

Later than one year but not later than five years 0.15 2.63

Later than f ive years Nil Nil

Present value of Minimum lease payments: tMn

As at As at Minimum Lease Payments

Mar31,2015 Mar31,2014

Not later than one year 2.76 6.89

Later than one year but not later than five years 0.14 2.52

Later than five years Nil Nil

Total rent expenses for finance leases amounted to ~ 0. 79 Mn (~ 1.64 Mn) for the year ended March 31, 2015.

8.2. Obligation under Non-cancellable operating lease: t Mn

As at As at Minimum Lease Payments

Mar 31, 2015 Mar 31, 2014

Not later than one year 98.35 83.75

Later than one year but not later than five years 276.76 152.03

Later than five years 12.37 14.37

Total rent expenses for operating leases amounted to ~ 116.59 Mn (~ 106.50 Mn) for the year ended March 31, 2015.

Page 33 of 37

Page 44: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 2015

9 Earnings Per Share

Basic Earnings Per Share and Diluted Earnings Per Share are calculated by dividing the Net Profit

After Tax for the year attributable to the Equity Shareholders by the Weighted Average number of

Equity Shares outstanding during the year. As per the guidance note issued in January 2005 on

Accounting for Employee Share Based Payments by the Institute of Chartered Accountants of India,

2,400,000 (2,400,000) weighted average number of shares held by the TAKE Solutions ESOP trust have

been reduced from the equity shares outstanding for computing basic and diluted earnings per share

for the year ended March 31, 2015.

For the year For the year ended ended

Particulars Mar 31, 2015 Mar 31, 2014

t Mn t Mn

Basic

1. Opening number of shares 120,000,000 120,000,000

2. Closing number of shares 120,000,000 120,000,000

3. Weighted average number of shares 120,000,000 120,000,000

4. Profit available for Equity Shareholders (~ Mn) 698.83 580.00

5. EPS (~) 5.82 4.83

6. Nominal value of share (~') 1.00 1.00

For the year For the year ended ended

Particulars Mar 31 , 2015 Mar 31, 2014

t Mn t Mn

Diluted

1. Weighted average number of potential Equity Shares 120,137,200 120,206,000

2. Profit available for potential Equity Shareholders (t Mn) 698.83 580.00

3. EPS (~) 5.82 4.83

4. Nominal value of share (~) 1.00 1.00

Page 34 of 37

Page 45: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 2015

10 Contingent Liabilities:

a. Claims against the company not acknowledged as debts:

(i) Claims against the company not acknowledged as debts represent demands from the Indian

Income Tax Authorities for the payment of additional tax including interest of ~ 18.62 Mn

(~116. 74 Mn), net of taxes paid to an extent of ~ 44. 74 Mn upon completion of their tax

review for Assessment Years 2005-06 to 2007-08, AY 2009-10 and AY 2011-12.

The income tax demands for the above referred AYs 2005-06 to 2011-12 are mainly on

account of disallowance of in-house product development expenses and disallowance U/s.

14A. For the AY 2007-08, the demand is also on account of disallowance of deduction claimed

U/s. 10A.

For the AY 2007-08 the appeal is pending before Commissioner of Income Tax (Appeals),

Chennai and in Honorable High Court of Judicature at Madras. For the AY 2006-07, the matter

is pending before Honorable High Court of Judicature at Madras and ITAT, Chennai. For the

AYs 2009-10 ft AY 2011-12, the appeal is pending before Commissioner of Income Tax

(Appeals), Chennai.

The Company is contesting the demand and the Management including its tax advisors

believes that its position will likely be upheld in the appellate process concerned.

The management believes that the ultimate outcome of these proceedings will not have a

material adverse effect on the Company's financial position and results of operations.

(ii) The Company has received a revised order for the AYs 2002-03 and 2003-04 from Assistant

Commissioner of Income Tax disallowing the software product expenses claimed by the

Company as revenue expenditure and instead allowing the same as a capital expenditure with

consequential depreciation and thereby reducing the benefit of carrying forward of losses by

~ 23.69 Mn to the subsequent assessment years. However, no demand has been raised for

the said assessment year.

The Company has filed an appeal with the Honorable High Court of Judicature at Madras

against the order of ACIT.

The Management believes that the ultimate outcome of the proceeding will not have a

material adverse effect on the Company's financial position and results of operation and

hence, no adjustment has been made to the ____ year ended

March 31, 2015.

Page 35 of 37

Page 46: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 2015

b. APA Engineering Private Limited, a subsidiary company has received demand from Income Tax

authorities for payment of additional tax of ~ 13.20 Mn upon completion of their tax assessments

for the AYs 2006-07, 2007-08, 2008-09, 2009-10, 2010-1 1 and 2011-12. The tax demands are

mainly on account of disallowance of deduction claimed by the company under Section 10A of

the Income Tax Act. The company has filed appeals for the above assessment years with the

appellate authorities and the matter is pending before ITAT, Chennai for the AYs 2006-07 to

AY 2009-10 and before the Commissioner of Income Tax, Chennai for the AY 2010-11 and

AY 2011-12. The management is hopeful of succeeding the same.

c. RPC Power India Private Limited, a step down subsidiary has received demand from Income Tax

authorities for payment of additional tax of~ 7.50 Mn upon completion of their tax assessments

for the AYs 2007-08, 2008-09, 2009-10, 2010-11 and 2011 -12. The tax demands are mainly on

account of disallowance of deduction claimed by the company under Section 1 OB of the Income

Tax Act. The company has fi led appeals for the above assessment years with the appellate

authorities and the matter is pending before the Commissioner of Income Tax, Chennai.

The management is hopeful of succeeding the same.

d. Bank Guarantee given by an associate of TAKE Group as at March 31, 2015: ~ 0.34 Mn (~ 0.33 Mn)

e. Outstanding bank guarantees as at March 31, 2015: ~ 10 Mn (~ 10 Mn)

11 Statement of Net Assets and Profit or Loss attributable to owners and minority interest

Net Assets, i .e. total assets minus Share in Profit or Loss

total liabilities Name of the entity

As% of As% of Consolidated ~ Mn Consolidated ~ Mn

Net Assets Profit/(Loss)

Parent

TAKE Solutions Limited 37.53% 3,162.33 12.98% 113.18

Indian Subsidiaries

APA Engineering Private Limited 1.80% 151 . 93 2.59% 22.60

TAKE Business Cloud Private limited 5.08% 428.47 0.95% 8.28

Navitas LLP 3.07% 259.09 8.32% 72.54

Foreign Direct Subsidiary

TAKE Solutions Global Holdings Pte Ltd 52.51% 4,424.98 75.15% 655.08

a) Total 100.00% 8,426.81 100.00% 871.66

b) Adjustments arising out of consolidation (2,622.02) (72.36)

c) Minority Interest

Indian Subsidiary

APA Engineering Private Limited (44.94) (9.65)

---Page 36 of 37 . ~' /2 ">~c )r oi , Sr vhwt,utd ZJ

02 04 ~

Page 47: Sundar Srini Sridhar - TAKE Solutions · Sundar Srini & Sridhar l I, ,, ,-l •• r ,. ,1 •\ , , " u II t J n I J As stated in the paragraph 1 of our Report on 'Other Legal and

TAKE Solutions Limited Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 2015

Foreign Direct Subsidiary

TAKE Solutions Global Holdings Pte Ltd (515.69) (90.83)

Total (560.63) (100.48)

d) Consolidated Net Assets I Profit after 5,244.16 698.83 tax (d=a-b-c)

12. Comparative Figures

Corresponding figures for previous year presented have been regrouped, where necessary, to conform to the current year's classification.

For Sundar Srini & Sridhar Chartered Accountants Firm Registration No.: 004201S

ner Membe~s~j p No.: 02~504

For and on behalf of the Board of Directors

Srinivasan H.R. Managing Director DIN: 00130277

__JJU Llv.w-o-------N.S. Shobana Chief Financial Officer

Page 37 of 37

D.V. Ravi Director DIN: 00171603

d-9-V C.M. Lakshmi Company Secretary